THIS AGREEMENT is entered into pursuant to the provisions of Title 1, Division 7, Chapter 5, Article 1 (Section 6500 et seq.) of the Government Code relating to the joint exercise of powers between the following parties:

The SANTA MONICA MOUNTAINS CONSERVANCY (hereinafter “The Conservancy”), a public agency of the State of California established pursuant to Division 2 of the Public Resources Code (Section 33000 et seq.); and

THE TOPANGA- LAS VIRGENES RESOURCE CONSERVATION DISTRICT (hereinafter “The District”), a resource conservation district of the State of California established pursuant to Chapter 3, Division 9 of the Public resources Code (Section 9401 et seq.).

WHEREAS, The Conservancy has the authority and expertise to acquire, develop and conserve open space and other parkland for the public benefit and for public recreation use and enjoyment and also has the authority to award grants for improvements, maintenance, acquisition and educational interpretation programs relating to such land; and

WHEREAS, The District also has the power and authority and expertise to acquire, develop and conserve such lands for purposes of resource protection and conservation and to provide conservational and educational interpretation programs; and

WHEREAS, Pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California, commonly known as the Joint Exercise of Powers Act, two or more public agencies may by agreement jointly exercise any power common to the contracting parties; and

WHEREAS, The land within the Santa Monica Mountains Zone, and within the boundaries of said District, constitutes a unique and valuable economic, environmental, agricultural, scientific, educational, and recreational resource which should be held in trust for present and future generations.

WHEREAS, The Conservancy and the District find and determine that it would be to their mutual advantage and the public benefit to cooperate and coordinate their power, authority and expertise in those areas in which the Conservancy and the District have powers in common; and

WHEREAS, The Conservancy and the District find that it would be mutually advantageous to coordinate their efforts to provide educational interpretation programs for the participants in the Conservancy’s Recreational Transit Program and for other members of the public using parks in the Santa Monica Mountains Zone; and

WHEREAS, The parties desire, by means of this Agreement, to establish an organization and procedure for such exercise of power and authority and to provide for the organization’s power and procedures.

NOW, THEREFORE, the parties mutually agree as follows:

Section 1. TERM OF AGREEMENT

This agreement shall become effective upon the date last executed and shall revoke and prior agreements executed, if any.

Section 2. PURPOSE OF AGREEMENT

The purpose of this Agreement is to provide for coordination and cooperation between the Conservancy and the District and to provide for the joint exercise of those powers which the parties have in common pursuant to Chapter 3, Division 9 (Section 9401 et seq.) and Division 23 (Section 33000 et seq.) of the Public resources Code, which powers include the authority to provide educational interpretation programs for the public.

Section 3. CREATION OF AUTHORITY

The authority hereby created shall be a separate entity “The Mountains Conservancy and Education Authority” hereinafter referred to as “Authority.” The initial workprogram and initial budget are attached as exhibit A.

Section 4. POWERS OF AUTHORITY

The Authority shall have all powers common to the parties to this agreement as provided in Chapter 3, Division 9 and in Division 23 of the Public Resources Code, which powers include the protection and enhancement of resources and open space real property and the provision of educational interpretation and conservation programs. Said common powers include, but are not limited to those specified in Government Code Section 6508.

The Authority is hereby empowered to do all acts necessary for the exercise of such common powers within either the Santa Monica Mountains Zone or the jurisdictional boundary of the District.

Said powers are subject to the restrictions upon the manner of exercising the powers as imposed upon the District in the exercise of similar powers, as provided in and for the purposes of California Government Code Section 6509.

Section 5. GOVERNING BOARD

The Authority shall be governed by its Governing Board which shall consist of three (3) voting members who shall be appointed as follows:

One (1) member shall be appointed by the governing board of the District.

Two (2) members shall be appointed by the governing board of the Conservancy.

The staff educational coordinator of the District shall service as a non-voting member of the Governing Board of the Authority.

Section 6. MEETINGS

The Board shall fix the hour, date and place for its regular meetings. Special meetings may be held for in the Ralph M. Brown Act, Government Code Section 54950 et seq.

All meetings of the Board shall be called, held, and conducted in accordance with the provisions of the Ralph M. Brown Act and with such further rules of the Board not inconsistent therewith.

The Executive Officer shall keep or cause to be kept the minutes of the Authority’s meetings both regular and special, and shall as soon as possible after each meting forward a copy of the minutes to each member of the Board and to the Conservancy and the District.

Section 7. VOTING

Two (2) members of the Board, one (1) from the Conservancy and one (1) from the District, shall constitute a quorum necessary for the transaction of business. Where applicable, Roberts Rule of Order, Revised, shall govern the procedures of the Board, except when inconsistent with the Ralph M. Brown Act.

Section 8. COMPENSATION

The members of the Board shall serve without compensation, except that a reasonable allowance or reimbursement for attendance at meetings of the Board as determined by the Board may be paid to the extent compatible with Government Code 1126, Public Contract Code Section 10410 and 10411, and any other statutory provisions.

The Board, by resolution, shall designate a specific location at which it will receive notices, correspondence, and other communications and shall designate one of its members or employees as an “officer” for the purpose of receiving service of process on behalf of the Authority.

Section 9. OFFICERS

The Board shall elect its own chairperson and vice chairperson. The chairperson shall preside over all meetings of the Authority. The vice chairperson shall preside in the absence of the chairperson. The financial officer of the District shall be the duly appointed and acting treasurer and controller of the Authority.

Section 10. ADMINISTRATION

The Authority shall be administered by an executive officer, who shall perform the functions stated in Government Code Section 6505.1.

The Executive Director of the Conservancy shall serve, without additional compensation, as Executive Officer of the Authority, unless the Board by resolution, appoints another Executive Officer.

The financial officer of the District shall serve as the treasurer and controller of the Authority and shall perform the functions stated in Government Code Section 6505.5.

The counsel of the Conservancy, shall, without additional compensation, be the duly appointed acting counsel for the Authority, unless the Authority shall otherwise determine.

To implement this Agreement, the Conservancy and the District may loan employees to the Authority. To achieve the purposes of this Agreement, the Authority may, from time to time, establish positions and fix the salaries of employees of the Authority. The Executive Officer of the Authority shall appoint such other employees for positions established by the Board and shall be responsible for the supervision thereof.

Section 11. FISCAL CONTROLS

The fiscal year of the Authority shall be the fiscal year of the District, as established from time to time by the District.

To the extent funds are legally available thereof, Conservancy and District are hereby authorized to make payments and contributions of public funds, as provided in Section 6504 of the Government Code.

The Authority shall be strictly accountable for all funds, receipts, and disbursements. The Authority shall prepare an annual budget, in a form approved by the Conservancy and District, which budget shall be submitted to the Conservancy and District for approval, in the time and manner as specified by Conservancy and District. Public funds may not be disbursed by the Authority without approval of the adopted budget of the Authority, and all receipts and disbursements shall be in strict conformance with the adopted and approved budget.

The financial officer of the District shall act as the treasurer of the Authority and shall be the depository and have custody of all money of the Authority from whatever source. The treasurer so designated shall:

A. Receive all money of the Authority and place it in the treasury of the District to the credit of the Authority.
B. Be responsible upon his official bond for the safekeeping and disbursement of all Authority money so held by her or him.
C. Pay, when due, out of money of the Authority so held, all sums due on outstanding obligations of the Authority. Said sums shall be paid only by warrants of the public officer performing the functions of auditor or controller of this Authority.
D. Verify and report in writing on a quarterly basis to the Authority and to the Conservancy and District the amount of money held on account for the Authority, the amount of receipts since the last report, and the amount paid out since the last report.

The financial officer of the District shall perform the functions of the auditor or controller of the Authority. He shall either make or contract with a certified public accountant to make an annual audit of the accounts and records of the Authority. In each case the minimum requirements of the audit shall be those prescribed by the State Controller for the specific districts under Section 26909 of the Government Code and shall conform to generally accepted auditing standards. Where an audit of an account and records is made by a certified public accountant, a report thereof shall be filed as a public record with the Conservancy and District and also with such other offices as the parties so require. Such report shall be filed within six months of the end of the fiscal year under examination. Any costs of the audit, including contracts with or employment of a certified public accountant shall be borne by the Authority and charged against any unencumbered funds of the Authority.

The Authority shall have the power to invest any money in the treasury of the Authority that is not required for the immediate necessities of the Authority, as the Authority determines advisable in the same manner and upon the same conditions as local agencies pursuant to Section 53601 of he Government Code.

Section 12. BONDS

Each member of the Board, the executive officer, treasurer, and controller shall file an official bond with the Conservancy. When deemed appropriate by the Conservancy, a master bond may be utilized as referred to in the Government Code, Section 1481, and the bond shall also comply with those requirements of Government Code, Title 1, Division 4, Chapter 3, with those sections being deemed applicable to the Authority to the extent the Conservancy deems appropriate. The bond shall be in the amount of $50,000. The premium shall be paid by the Authority.

Section 13. DISPOSITION OF PROPERTY AND FUNDS

Upon termination of the Agreement, Authority forthwith shall wind up its affairs, including discharging all of its outstanding legal obligations. Personal property and funds remaining in the Authority shall be returned to the party from which the funds or personal property were obtained, except as mutually agreed by the parties. All real property owned by the Authority shall be conveyed to the District, unless the Authority shall determine otherwise.

Section 14. NONLIABILITY OF PARTIES

Neither the Authority nor the Board shall have the power or authority to bind the Conservancy or the District, or either of them, to any debt, liability, contract, or obligation, or to employ any person on behalf of the parties, or either of them; and no debt, liability, contract, obligation, employee, or agent of the Authority or of the Board shall be or constitute thereby a debt, liability, contract, obligation, employee, or agent of the parties or either of them.

No action or omission of the Authority shall be attributable to the Conservancy or the District.

The Authority may maintain such public liability and other insurance as in its discretion is deemed appropriate and to the extent the cost of premiums thereof are budgeted and approved by the Conservancy and District.

Section 15. CONTRIBUTION OF CONSERVANCY

Exclusive of grants which the Conservancy may award to the Authority or the District from time to time, the Conservancy contribution to the Authority shall be less that $10,000. Contribution is here defined to include monetary contributions, if any, and the reasonable value of the services of any employee of the Conservancy loaned by it to the Authority, if any. The contribution, if any, to the Conservancy by the Authority shall be less that $10,000.

Section 16. NON-DISCRIMINATION

The provisions of State of California Nondiscrimination Clause (Form 17B) are by this reference incorporated herein.

IN WITNESS WHEREOF, the Santa Monica Mountain Conservancy and the Topanga- Las Virgenes Conservation District have caused this agreement to be executed by their duly authorized representatives.